On February 18, 2025, in a landmark decision, the U.S. District Court for the Eastern District of Texas lifted the nationwide preliminary injunction issued in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.). This means, for most businesses in the U.S., Beneficial Ownership Information Reports (BOIR) under the Corporate Transparency Act (CTA) are once again back in effect and must be filed with the Financial Crimes Enforcement Network (FinCEN).
As for timing, FinCEN issued a notice stating, “for the vast majority of reporting companies, the new deadline to file an initial, updated, and/ or corrected BOI report is now March 21, 2025.” However, ambiguity lingers as FinCEN instructed that it, “will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.”
In case any more uncertainty was needed, on February 10, 2025, the U.S. House of Representatives passed HR 736, the Protect Small Business from Excessive Paperwork Act. This one-sentence bill is currently in the hands of the Senate Committee on Banking, Housing, and Urban Affairs, and if enacted into law, it would postpone the BOIR deadline for most companies to January 1, 2026.
What Does This Mean for Your Business?
Now that the CTA is back in effect (for now), reporting companies should be ready to file their BOIRs by March 21, 2025. That being said, considering the plausibility of further extensions being granted prior to March 21, 2025, reporting companies may want to hold off on submitting their BOIRs until closer to the applicable reporting deadline as the status of the deadline (hopefully) becomes definitive. Either way, businesses should monitor the situation closely for new progressions on both the FinCEN and legislative fronts.
For more information regarding BOIR filing compliance in light of this ever-changing situation, please contact Jake Keller at Fonss & Estigarribia LLP at jbk@fellplaw.com and (858) 746-6488.
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